End User License Agreement (EULA) for SalesSync

IMPORTANT – READ CAREFULLY: This End User License Agreement (“Agreement”) is a legal agreement between you (“Licensee” or “You”) and MSP+OS, Inc. dba MSP+, a Nevada corporation (“Licensor”), for the use of the SalesSync software product (“Software”). By creating an account, subscribing, or otherwise using the Software, You agree to be bound by the terms of this Agreement. If You do not agree, do not use the Software.

1. License Grant

   1. Subject to the terms of this Agreement and payment of applicable subscription fees, Licensor grants You a limited, non-exclusive, non-transferable, revocable right to access and use the Software as a cloud-hosted solution, solely for Your internal business purposes.
   2. The Software is licensed, not sold. All rights not expressly granted herein are reserved by Licensor.

2. Subscription Requirements

   1. SalesSync is provided as a subscription-based service. An active paid subscription is required to access and use the Software.
   2. Failure to maintain an active subscription, including failure to pay subscription fees when due, may result in suspension or termination of access to the Software and associated services.
   3. Licensor reserves the right to modify subscription pricing or terms upon notice, in accordance with applicable law.

3. Scope of Use

   1. The Software is designed to synchronize company, contact, deal, product, and line item data between HubSpot and PSA Platform.
   2. You may not:
      • Copy, modify, or create derivative works of the Software.
      • Distribute, sublicense, rent, lease, or otherwise make the Software available to third parties.
      • Reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law.
      • Use the Software in any way that violates applicable laws, regulations, or third-party rights.

4. Customer Responsibilities

   1. You are solely responsible for ensuring proper configuration of HubSpot and PSA Platform environments to enable synchronization, including the creation and maintenance of required properties, custom fields, and data structures.
   2. Licensor is not responsible for errors, failures, or limitations caused by Customer’s failure to set up or maintain such properties and fields.
   3. You remain responsible for compliance with all applicable data protection and privacy regulations.

5. Support and Updates

   1. Licensor may provide updates, enhancements, or bug fixes (“Updates”) at its discretion.
   2. Licensor provides technical support to ensure that SalesSync is performing the tasks as described in its documentation.
   3. Technical support does not include consulting, configuration, or troubleshooting services for HubSpot, PSA Platform, or other third-party platforms.
   4. Additional consulting or professional services may be made available under a separate agreement and may incur additional costs.
   5. Licensor may provide support directly or through partners, affiliates, service providers, or subcontractors.
   6. Licensor has no obligation to provide support beyond the scope described in this Agreement unless separately agreed in writing.

6. Fees and Payment

   1. Use of the Software requires payment of recurring subscription fees.
   2. All subscription fees are non-refundable, including in the event of termination during a billing cycle. Fees cover access to the Software for the duration of the billing cycle and no prorated refunds will be provided.
   3. Subscription fees are non-refundable except as required by law or explicitly stated in writing by Licensor.
   4. Failure to pay subscription fees when due may result in immediate suspension or termination of the license and related services.

7. Term and Termination

   1. This Agreement begins upon Your subscription activation and continues until terminated.
   2. You may request termination of Your subscription at any time. Termination requests will be effective for the month in which the request was received. There are no refunds for subscription fees already paid for that billing cycle, and service will continue until the end of that billing cycle.
   3. Notwithstanding the above, termination of service may be subject to the specific agreement terms and obligations You accepted at the time of subscription (for example, a twelve (12) month minimum commitment).
   4. Licensor may terminate this Agreement immediately if You breach any provision of this Agreement, including non-payment of fees.
   5. Upon termination, Your access to the Software will cease, and all related services may be discontinued.

8. Disclaimer of Warranties

   1. THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
   2. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL MEET YOUR REQUIREMENTS.

9. Limitation of Liability

   1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MSP+OS, INC. DBA MSP+, OR ITS PARTNERS, AFFILIATES, SERVICE PROVIDERS, OR DISTRIBUTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF MSP+OS, INC. DBA MSP+’S MONTHLY LIST PRICE FOR A SUBSCRIPTION TO THE PRODUCT AND DOCUMENTATION, EVEN IF MSP+OS, INC. DBA MSP+ SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. MSP+OS, INC. DBA MSP+’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO MSP+OS, INC. DBA MSP+ FOR THE PRODUCT.

10. Indemnification

    1. You agree to indemnify, defend, and hold harmless MSP+OS, Inc. dba MSP+, and its partners, affiliates, service providers, and distributors from and against any claims, liabilities, damages, losses, and expenses (including attorneys’ fees) arising from Your use of the Software, Your failure to configure required properties or custom fields, or violation of this Agreement.

11. Third-Party Services

    1. The Software integrates with third-party platforms, including HubSpot and PSA Platform.
    2. Licensor makes no warranties regarding such third-party services and is not responsible for any downtime, limitations, or changes to their functionality that may affect the Software.
    3. Your use of third-party platforms is subject to their respective terms and policies.

12. Governing Law

    1. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA, without regard to conflict of law principles.
    2. Any legal action or proceeding shall be brought exclusively in the state or federal courts located in Nevada, USA.

13. Miscellaneous

    • This Agreement constitutes the entire agreement between You and Licensor regarding the Software.
    • If any provision is found unenforceable, the remaining provisions shall remain in full force.
    • Failure to enforce any provision shall not constitute a waiver.

14. Development and Partnership Notice

    1. SalesSync may be developed, supported, or operated in collaboration with partners, affiliates, or service providers. Such collaboration does not alter or diminish the rights and obligations of the parties under this Agreement.

15. Copyright and Ownership

    1. The Software, including but not limited to all code, algorithms, user interfaces, design, documentation, and related materials, is the copyrighted property of MSP+OS, Inc. dba MSP+.
    2. The Software is protected by United States copyright law and international treaty provisions.
    3. Unauthorized reproduction or distribution of the Software or its documentation, or any portion thereof, may result in severe civil and criminal penalties and will be prosecuted to the maximum extent permitted by law.
    4. All trademarks, trade names, service marks, and logos associated with the Software are the property of Licensor or their respective owners. No rights are granted to You other than those expressly set forth in this Agreement.

BY SUBSCRIBING TO OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.